Common use of Applications of Proceeds Clause in Contracts

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel in enforcing its rights hereunder, defending rights as against third parties, and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) shall pay to respective paying Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company will be liable for the deficiency, together with interest thereon, at the Default Interest rate, and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party (or Collateral Agent) arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred by the Secured Party (or by Collateral Agent) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors that do not arise under the Secured Note or that are not participated in by the Secured Party, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in full.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel in enforcing its their rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) shall pay to respective paying Debtor the Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is are legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Obligor will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the “Default Interest rateRate”), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) to collect such deficiency. To the extent permitted by applicable law, the Company Obligor waives all claims, damages and demands against the Secured Party (or Collateral Agent) arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred by the any Secured Party (or by Collateral Agent) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors Obligor that do not arise under the Secured Note or that are not participated in by the Secured PartyPromissory Note, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in full.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel Series C Holders in enforcing its their rights hereunderhereunder and in connection with collecting, defending storing and disposing of the Collateral, third, to Obligations owing to the Series C Holders, including the Series C Redemption Payment, pro rata among the Series C Holders (based on then-outstanding stated value of the Series C Preferred Stock at the time of any such determination, fourth, to the reasonable attorneys’ fees and expenses incurred by the Series B Holders in enforcing their rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then fifth to satisfaction Obligations owing to the Series B Holders, including the Series B Redemption Payment, pro rata among the Series B Holders (based on then-outstanding stated value of the ObligationsSeries B Preferred Stock at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) Parties shall pay to respective paying the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is Parties are legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Debtors will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or the lesser amount permitted by applicable law (the “Default Interest rateRate”), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) Parties to collect such deficiency. To the extent permitted by applicable law, the Company each Debtor waives all claims, damages and demands against the Secured Party (or Collateral Agent) Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Parties as determined by the Secured Party a final judgment (or by Collateral Agentnot subject to further appeal) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors that do not arise under the Secured Note or that are not participated in by the Secured Party, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in fullcompetent jurisdiction.

Applications of Proceeds. (a) The proceeds of any such sale, ------------------------ lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel Parties in enforcing its rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro-rata in proportion to each Secured Party's initial purchases of Debentures, and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) Parties shall pay to respective paying the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is Parties are legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Debtor will be liable for the deficiency, together with interest thereon, at the rate of 10% per annum or the lesser amount permitted by applicable law (the "Default Interest rateRate"), and the reasonable fees of ------------ any attorneys employed by the Secured Party (or Collateral Agent) Parties to collect such deficiency. To the extent permitted by applicable law, the Company Debtor waives all claims, damages and demands against the Secured Party (or Collateral Agent) Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured PartyParties. All ordinary costs and expenses incurred Upon the receipt of any proceeds hereunder by the Secured Party (or by Collateral Agent) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors that do not arise under the Secured Note or that are not participated in by the a Secured Party, such Secured Party shall, upon receipt of any revenue, income or other sums subject to the Security Interest, whether payable pursuant to the Debenture or otherwise, or of any check, draft, Debenture, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the other Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the party making Secured Parties in such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in fullamounts as is required hereunder.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel Lender's Agent in enforcing its rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Parties and Lender's Agent on their behalf) shall pay to respective paying Debtor the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is Parties are legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company will be liable for the deficiency, together with interest thereon, at the Default Interest raterate set forth in the Note (the "DEFAULT RATE"), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) Lender's Agent to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party (or Collateral Agent) Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured PartyParties. All ordinary and reasonable costs and expenses incurred by the Secured Party (or by Collateral Agent) any Lender's Agent in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, Company including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party Lender's Agent to effect collections of the Obligations or any Collateral collateral securing the Obligations. In such event, any money paid, any expenses, costs and attorneys fees paid or incurred in connection therewith or in enforcing, maintaining or preserving the rights of all Secured Parties under this Agreement shall be shared by all Secured Parties PRO RATA in accordance with their respective percentage of the outstanding principal and interest on the Notes. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors Company that do not arise under the Secured Note Securities Purchase Agreements or that are not participated in by the all Secured PartyParties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in full.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel Agent in enforcing its the Secured Parties’ rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro rata among the Secured Parties and holders of the August 2017 Notes (based on the aggregate amount of principal and interest outstanding on the Notes and the August 2017 Notes at the time of any such determination pursuant to the Intercreditor Agreement), and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) Parties shall pay to respective paying the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is Parties and holders of the August 2017 Notes are legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Debtors will be liable for the deficiency, together with interest thereon, at the rate of 24% per annum or the lesser amount permitted by applicable law (the “Default Interest rateRate”), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) Parties and holders of the August 2017 Notes to collect such deficiency. To the extent permitted by applicable law, the Company each Debtor waives all claims, damages and demands against the Secured Party (or Collateral Agent) Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Parties as determined by the Secured Party a final judgment (or by Collateral Agentnot subject to further appeal) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors that do not arise under the Secured Note or that are not participated in by the Secured Party, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in fullcompetent jurisdiction.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel in enforcing its rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) shall pay to respective paying Debtor the Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Obligor will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the "Default Interest rateRate"), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) to collect such deficiency. To the extent permitted by applicable law, the Company Obligor waives all claims, damages and demands against the Secured Party (or Collateral Agent) arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred by the any Secured Party (or by Collateral Agent) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral collateral securing the Obligations. In such event, any money paid, any expenses, costs and attorneys fees paid or incurred in connection therewith or in enforcing, maintaining or preserving the rights of all Secured Parties under this Agreement shall be shared by all Secured Parties pro rata in accordance with their respective percentage of the then outstanding Preferred Stock. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors Company that do not arise under the Secured Note Purchase Agreements or that are not participated in by the all Secured PartyParties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in full.

Applications of Proceeds. (a) The Subject only to the rights of the Existing Secured Parties under the Existing Security Agreement, the proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel Agent in enforcing its the Secured Parties’ rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro rata among the Secured Parties (based on then-outstanding principal amounts of Notes at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) Parties shall pay to respective paying the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is Parties are legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Debtors will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default Interest rateRate”), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) Parties to collect such deficiency. To the extent permitted by applicable law, the Company each Debtor waives all claims, damages and demands against the Secured Party (or Collateral Agent) Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Parties as determined by the Secured Party a final judgment (or by Collateral Agentnot subject to further appeal) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors that do not arise under the Secured Note or that are not participated in by the Secured Party, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in fullcompetent jurisdiction.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel Parties in enforcing its rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) Parties shall pay to respective paying Debtor the Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties is legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Obligor will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the “Default Interest rateRate”), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) Parties to collect such deficiency. To the extent permitted by applicable law, the Company Obligor waives all claims, damages and demands against the Secured Party (or Collateral Agent) Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. Parties. (a) All ordinary costs and expenses incurred by the any Secured Party (or by Collateral Agent) Parties in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party Parties to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party Parties to the Debtors Company that do not arise under the Secured Note Loan Agreement or that are not participated in by the all Secured PartyParties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in full.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party Parties (or Collateral Agent) or its counsel in enforcing its rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party Parties (or Collateral Agent on their behalf) shall pay to respective paying Debtor the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party Parties is legally entitled, (i) then the proceeds policies shall be allocated allowed among the Secured Party Parties in proposition to the amount outstanding under each Secured Note, and (ii) the Company will be liable for the deficiency, together with interest thereon, at the Default Interest raterate (as defined in the Notes), and the reasonable fees of any attorneys employed by the Secured Party Parties (or Collateral AgentAgent on their behalf) to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party Parties (or Collateral Agent) arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. . (a) All ordinary costs and expenses incurred by the Secured Party Parties (or by Collateral collateral Agent) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, Company including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party Parties to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party Parties to the Debtors Company that do not arise under the Secured Note Loan Agreement or that are not participated in by the Secured PartyParties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in full.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel Agent in enforcing its the Secured Parties’ rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro rata among the Secured Parties and holders of the notes issued in the May 2018 Financing (based on the aggregate amount of principal and interest outstanding on the Notes and notes issued in the May 2018 Financing at the time of any such determination pursuant to the Intercreditor Agreement), and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) Parties shall pay to respective paying the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is Parties and holders of the notes issued in the May 2018 Financing are legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Debtors will be liable for the deficiency, together with interest thereon, at the rate of 24% per annum or the lesser amount permitted by applicable law (the “Default Interest rateRate”), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) Parties and holders of the notes issued in the May 2018 Financing to collect such deficiency. To the extent permitted by applicable law, the Company each Debtor waives all claims, damages and demands against the Secured Party (or Collateral Agent) Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Parties as determined by the Secured Party a final judgment (or by Collateral Agentnot subject to further appeal) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors that do not arise under the Secured Note or that are not participated in by the Secured Party, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in fullcompetent jurisdiction.”

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel in enforcing its rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) shall pay to respective paying Debtor the Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Obligor will be liable for the deficiency, together with interest thereon, at the rate of 15% per annum (the “Default Interest rateRate”), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) to collect such deficiency. To the extent permitted by applicable law, the Company Obligor waives all claims, damages and demands against the Secured Party (or Collateral Agent) arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party. . (b) All ordinary costs and expenses incurred by the Secured Party (or by Collateral Agent) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, Obligor including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any the Secured Party to the Debtors Company that do not arise under the Secured Note Letter Agreement or that are not participated in by the Secured Party, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in full.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' ’ fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel Parties in enforcing its the Secured Parties’ rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsSecured Obligations pro rata among the Secured Parties (based on then- subscription amount or outstanding principal amounts of the NACD Common Shares (or as applicable subsequent to the exchange pursuant to Section 2.5 of the Purchase Agreement, the Preferred Shares or the Notes)) at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) Parties shall pay to respective paying the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is Parties are legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Debtors will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default Interest rateRate”), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) Parties to collect such deficiency. To the extent permitted by applicable law, the Company each Debtor waives all claims, damages and demands against the Secured Party (or Collateral Agent) Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party. All ordinary costs and expenses incurred Parties as determined by the Secured Party a final judgment (or by Collateral Agentnot subject to further appeal) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections a court of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors that do not arise under the Secured Note or that are not participated in by the Secured Party, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in fullcompetent jurisdiction.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel Parties in enforcing its rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the ObligationsObligations pro-rata in proportion to each Secured Party's initial purchases of Debentures, and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) Parties shall pay to respective paying the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is Parties are legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company Debtor will be liable for the deficiency, together with interest thereon, at the Default Interest raterate of 10% per annum or the lesser amount permitted by applicable law (the "DEFAULT RATE"), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) Parties to collect such deficiency. To the extent permitted by applicable law, the Company Debtor waives all claims, damages and demands against the Secured Party (or Collateral Agent) Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured PartyParties. All ordinary costs and expenses incurred Upon the receipt of any proceeds hereunder by the Secured Party (or by Collateral Agent) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral securing the Obligations. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors that do not arise under the Secured Note or that are not participated in by the a Secured Party, such Secured Party shall, upon receipt of any revenue, income or other sums subject to the Security Interest, whether payable pursuant to the Debenture or otherwise, or of any check, draft, Debenture, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the other Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the party making Secured Parties in such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in fullamounts as is required hereunder.

Applications of Proceeds. (a) The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party (or Collateral Agent) or its counsel Parties in enforcing its rights hereunder, defending rights as against third parties, hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party (or Collateral Agent on their behalf) Parties shall pay to respective paying Debtor the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is Parties are legally entitled, (i) the proceeds shall be allocated among the Secured Party in proposition to the amount outstanding under each Secured Note, and (ii) the Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the “Default Interest rateRate”), and the reasonable fees of any attorneys employed by the Secured Party (or Collateral Agent) Parties to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party (or Collateral Agent) Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured PartyParties. All ordinary costs and expenses incurred by the any Secured Party (or by Collateral Agent) in collection of the Obligations shall be borne exclusively by the Debtors, jointly and severally, Company including, without limitation, any costs, expenses, fees or disbursements incurred by outside agencies or attorneys retained by the Secured Party to effect collections of the Obligations or any Collateral collateral securing the Obligations. In such event, any money paid, any expenses, costs and attorneys fees paid or incurred in connection therewith or in enforcing, maintaining or preserving the rights of all Secured Parties under this Agreement shall be shared by all Secured Parties pro rata in accordance with their respective percentage of the Convertible Debenture. The provisions of this paragraph shall not apply to any suits, actions, proceedings or claims of the nature referred to herein or otherwise which are based upon or related to the repayment of, or the taking of security for, any loans and/or advances made by any Secured Party to the Debtors Company that do not arise under the Secured Note Purchase Agreements or that are not participated in by the all Secured PartyParties, and the party making such loans and/or advances shall be exclusively responsible for such suits, actions, proceedings or claims and the payment of all such expenses in connection therewith. The provisions of this Section 9 shall not apply to any AMS Collateral unless MDFA has been indefeasibly paid in full.